SecProbe.io

United States securities and exchange commission logo
May 2, 2023
Kevin Halleran
Chief Financial Officer
Oak Street Net Lease Trust
30 N. LaSalle St., Suite 4140
Chicago, IL 60602
Re:Oak Street Net Lease Trust
Registration Statement on Form 10-12G
Filed April 5, 2023
File No. 000-56536
Dear Kevin Halleran:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G
Special Note Regarding Forward-Looking Statements, page 2
1.We note that you have included the summary risk factors in this section.  Please create a
separate section to address the summary risk factors.  Additionally, to the extent true,
please add summary risk factors to address that (i) your investment strategy may change
without shareholder approval, (ii) you may revoke or terminate your REIT election
without shareholder approval, (iii) you may suspend the share repurchase program
indefinitely, and (iv) you have a significant amount of loss and there is no limit on the
amount of leverage that you may incur.
Item 1. Business, page 6
2.We note the "not necessarily complete" language relating to statements concerning certain
agreements filed as exhibits. Please revise the disclosure to clarify that statements in the

 FirstName LastNameKevin Halleran
 Comapany NameOak Street Net Lease Trust
 May 2, 2023 Page 2
 FirstName LastName
Kevin Halleran
Oak Street Net Lease Trust
May 2, 2023
Page 2
registration statement concerning any contracts or other documents filed as exhibits
include the material provisions of the contracts or other documents.
Acquisition Strategies, page 7
3.Please revise to explain what you view as “creditworthy” and clarify whether you may
accept tenants that are not rated.
Investment Focuses of our Adviser, page 9
4.Please revise to also disclose any major adverse business developments experienced by
your adviser.
Oak Street Net Lease Trust Structure, page 13
5.Please revise the organization chart to disclose the percentages owned.
Compensation of the Advisor, page 15
6.To the extent any fees have been paid to the advisor, please include a table of the fees paid
or, if not, fees accrued through December 31, 2022.  Additionally, please provide a
hypothetical demonstrating how the performance allocation will be determined.
Allocation of Investment Opportunities, page 22
7.Please disclose the other entities that may compete with you for investments. Also revise
to further explain the "certain net lease investments" over which Other Blue Owl
Accounts may have priority over you, and the types of "additional priorities" that may be
held by future Other Blue Owl Accounts.
Emerging Growth Company, page 24
8.We note that you intend to take advantage of the extended transition period.  Please add
risk factor disclosure and disclosure to the section "Management's Discussion and
Analysis" that as a result of this election, your financial statements may not be comparable
to companies that comply with public company effective dates.
The Private Offering, page 26
9.Please clarify how you convey your NAV price changes and whether you would file a
new Form D each time.  Additionally, if there is a significant difference between the
previous month price and the price at which you would issue shares to a new investor,
clarify whether investors would have an opportunity to rescind their subscription.
Similarly, if there is a significant decrease in price since the time someone submitted their
repurchase request, clarify whether the investor would have an opportunity to revoke their
request.

 FirstName LastNameKevin Halleran
 Comapany NameOak Street Net Lease Trust
 May 2, 2023 Page 3
 FirstName LastName
Kevin Halleran
Oak Street Net Lease Trust
May 2, 2023
Page 3
Your ability to have your shares repurchased is limited., page 96
10.Please revise to clarify here whether affiliates may seek to have their shares repurchased
and if they are subject to the same limitations as the common shareholders.
Item 2. Financial Information
2022 Highlights (Results of Operations), page 103
11.We note that you have included an annualized distribution rate.  Please disclose the six
months of distributions that you have paid.  To the extent you have not paid two full
quarters of distributions, please remove disclosure regarding the annualized distribution
rate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Investment Portfolio, page 104
12.Please add a footnote to the table to clarify how your rental disclosures take into
account tenant concessions and abatements.
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Same Property Results of Operations, page 109
13.We note your presentation of same property net operating income.  Please address the
following with respect to your presentation:
•We note your reconciliation begins with net (loss) income attributable to NLT
shareholders.  However, it appears the amounts for the predecessor periods reflect
revenues in excess of certain operating expenses calculated in accordance with Rule
3-14 of Regulation S-X.  Please revise your disclosure accordingly.
•Given the predecessor periods have been prepared under provisions of Rule 3-14 of
Regulation S-X, tell us, and revise your disclosure to clarify, whether same property
NOI for the predecessor periods excludes any operating expenses that are included in
same property NOI for the successor period.
•Revise your disclosure to clarify for us whether the same store properties for both the
predecessor and successor periods include properties other than those previously held
by your predecessor (Oak Street Real Estate Capital Funds IV and V).

Capital Resources, page 115
14.We note from your disclosure on page F-23 that you have entered into certain interest rate
swaps and caps in order to limit your exposure to variable interest rates charged on your
debt.  Tell us what consideration you have given to including a discussion of the impact of
these derivative instruments on your interest rate exposure, including a discussion of the

 FirstName LastNameKevin Halleran
 Comapany NameOak Street Net Lease Trust
 May 2, 2023 Page 4
 FirstName LastNameKevin Halleran
Oak Street Net Lease Trust
May 2, 2023
Page 4
rate at which interest has been fixed or capped.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 122
15.We note your disclosure on page 86 that Blue Owl owns a significant number of shares,
and that its control of the voting power "will provide it with substantial influence over
matters requiring shareholder approval, including the election of trustees."  Please revise
your table to reflect its ownership and identify the natural persons with voting or
dispositive control over the securities held by Blue Owl.  Please refer to Item 403 of
Regulation S-K for guidance.
Item 5. Directors and Executive Officers, page 123
16.Please ensure that you disclose five years of disclosure for each director and executive
officer.  Please specify the date and month each individuals employment began and ended
during that period.  Refer to Item 401 of Regulation S-K.
Item 6. Executive Compensation, page 129
17.We refer to your statement that none of your executive officers will receive direct
compensation from you, and that you will reimburse the Adviser, Blue Owl, or their
affiliates for expenses incurred on your behalf, which may include compensation. Please
revise to disclose any such type of compensation paid to your executive officers. In this
regard, we note that all compensation paid to your named executive officers and directors
shall be reported, including "transactions between the registrant and a third party where a
purpose of the transaction is to furnish compensation to any such named executive officer
or director." Refer to Item 402(a)(2) of Regulation S-K.
18.We refer to your statement that you compensate your non-employee trustees with an
annual retainer of $50,000 in cash and a $100,000 grant of restricted shares, and also that
the Audit Committee chairman receives an additional retainer of $10,000. We also refer to
your table reflecting the amount of cash fees that were paid to your trustees for the fiscal
year ended December 31, 2022. Please expand your narrative disclosure to explain the
discrepancy between the amounts reflected and your description of the trustees'
compensation. Also revise to include the table referenced in Item 402(f) of Regulation S-
K, or advise.
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 130
19.We refer to your statement that you have entered into various agreements with related
parties, and also note that you have entered into a notes payable with an affiliate, as
referenced on page F-23. Please revise, either here or through cross-references, to provide
all the information required by Item 404 of Regulation S-K, including a description of all
the related party transactions, and the approximate dollar value of the amount involved in
each transaction.

 FirstName LastNameKevin Halleran
 Comapany NameOak Street Net Lease Trust
 May 2, 2023 Page 5
 FirstName LastNameKevin Halleran
Oak Street Net Lease Trust
May 2, 2023
Page 5
Item 9. Market price of an Dividends on the Registrant's Common Equity and Relate Shareholder
Matters
Our Independent Valuation Advisor, page 145
20.We note your statement that Kroll will be acting as your independent valuation advisor,
and also your disclosure on page 150 and similar disclosure elsewhere that State Street
Bank and Trust Company will calculate your NAV for each of your classes of shares.
Please revise your disclosure to expand on your discussion of Kroll's role in the
calculation, and include consents for your experts, or advise.
Financial Statements
Consolidated Financial Statements of Oak Street Net Lease Trust
Notes to the Consolidated Financial Statements
8. Related Party Transactions, page F-24
21.In your disclosure on page F-25 you indicate that the performance participation allocation
paid to the Special Limited Partner is recorded as an expense as it represents a liability
payable for services rendered related to ongoing operations of NLT.  Please tell us, and
revise your disclosure to clarify, the nature of the services performed by the Special
Limited Partner and further explain your basis in GAAP for recording the performance
participation allocation as an expense.  Please cite any relevant accounting literature in
your response.
14. Subsequent Events, page F-30
22.We note that in February 2023 you acquired a 12.2% interest in Ivory OSREC OS
Aggregator LLC totaling $1.16 billion for the purpose of purchasing an equity method
investment in STORE Capital, LLC.  Please tell us how you considered the impact of this
acquisition and your consideration to provide financial statements of the acquiree.  Your
response should include your assessment of significance in accordance with Rule 1-02(w)
of Regulation S-X in assessing compliance with Rule 3-05(a)(2)(ii) of Regulation S-X.
General
23.We note that you are conducting a private offering in reliance on Section 4(a)(2) and
Regulation D of the Securities Act of 1933.  We note that you have not filed a Form D.
Please advise.
24.We note that you and your subsidiaries intend to operate your business in a manner that
will permit you to maintain exemptions from registration under the Investment Company
Act of 1940.  Please provide us with a detailed analysis of these exemptions and how your
investment strategy will support these exemptions. Further, please note that we may refer
your response to the Division of Investment Management for further review.
25.Please be advised that you are responsible for analyzing the applicability of the
tender offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase

 FirstName LastNameKevin Halleran
 Comapany NameOak Street Net Lease Trust
 May 2, 2023 Page 6
 FirstName LastName
Kevin Halleran
Oak Street Net Lease Trust
May 2, 2023
Page 6
program.  We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with relief granted by the Division of
Corporation Finance in prior no action letters.  To the extent you are relying on
Blackstone Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles
NNN REIT, Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter
dated April 26,2017), or Black Creek Diversified Property Fund Inc. (Letter dated
September 1, 2017), please provide us with an analysis as to how your program is
consistent with such relief, and address how the JPM Mandatory Repurchases may impact
this analysis.  To the extent you have questions as to whether the program is entirely
consistent with the relief previously granted by the Division of Corporation Finance, you
may contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.
26.Please be advised that you are responsible for analyzing the applicability of Regulation
M to your repurchase program.  We urge you to consider all the elements of
your repurchase program in determining whether the program is consistent with the class
relief granted by the Division of Market Regulation in the class exemptive letter
granted Alston & Bird LLP dated October 22, 2007.  To the extent you have questions as
to whether the program is entirely consistent with that class exemption you may contact
the Division of Trading and Markets at 202-551-5777.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mark Rakip at 202-551-3573 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Benjamin Wells, Esq.